INDEMNIFICATION§17.121
February 1995 17-217
Appendix A
INDEMNIFICACATION AGREEMENT
This Agreement made as of this day of ,19 , between Bearings, Inc, an Ohio
corporation (the ‘Company”) and a director, officer or representative (as hereinafter defined) of the Company
(the “Indemnitee”);
WHEREAS, the Company and the Indemnitee are each aware of the exposure to litigat ion of officers,
directors and representatives of the Company as such persons exercise their duties to the Company;
WHEREAS, the Company and the Indemnitee are also aware of conditions in the insurance industry that
have affected and may continue to affect the Company’s ability to obtain appropriat e directors’ and officers’
liability insurance on an economically acceptable basis;
WHEREAS, the Company desires to continue to benefit from the services of highly qualifie d, experienced
and otherwise competent persons such as the Indemnitee;
WHEREAS, the Company desires to provide and the Indemnitee desires to obtain the broa dest
indemnification protection available under Ohio law to its directors, officers or other representatives;
WHEREAS, the Indemnitee desires to serve or to continue to serve the Company as a di rector, officer or
as a director, officer, trustee or other fiduciary of another corporation, joint venture, trust or other enterprise in
which the Company has a direct or indirect ownership interest, for so long as the Company continues to provide
on an acceptable basis adequate and reliable indemnification against certa in liabilities and expenses which may
be incurred by the Indemnitee.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants herein
contained, the parties hereto agree as follows:
1. Indemnification
The Company shall indemnify the Indemnitee with respect to his activities as a director or officer of the
Company and/or as a person who is serving or has served on behalf of the Company (“representative ”) as a
director, officer, trustee, or other fiduciary of another corporation, joint venture, trust or other e nterprise,
domestic or foreign, in which the Company has a direct or indirect ownership interest (an “affiliated entity’)
against expenses (including, without limitation, attorneys’ fees, judgments, fines, and amounts paid in
settlement) actually and reasonably incurred by him (“Expenses”) in connection with any claim against
Indemnitee, the Company or any other party which is the subject of any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative, investigative or otherwise and whether
formal or informal (a “Proceeding”), to which Indemnitee was, is, or is threatened to be made a party to or
witness or other participant in by reason of facts which include Indemnitee’s being or havi ng been such a
director, officer or representative, to the extent of the highest and most advantageous t o the Indemnitee, as
determined by the Indemnitee, of one or any combination of the following:.
(a) The benefits provided by the Company’s Code of Regulations in effect on the date hereof, a
copy of the relevant portions of which are attached hereto as Exhibit I;
(b) The benefits provided by the Articles of Incorporation or Code of Regulations or their equivale nt
of the Company in effect at the time Expenses are incurred by Indemnitee;
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(c) The benefits allowable under Ohio law in effect at the date hereof;
INDEMNIFICATION§17.121
February 1995 17-219
(d) The benefits allowable under the law of the jurisdiction under which the Company exists at
the time Expenses are incurred by the Indemnitee;
(e) The benefits available under liability insurance obtained by the Company; and
(f) Such other benefits as are or may be otherwise available to Indemnitee.
Combination of two or more of the benefits provided by (a) through (f) shall be available to the extent that
the Applicable Document, as hereinafter defined, does not require that the Benefit s provided therein be
exclusive of other benefits. The document or law providing for the benefits listed in it ems (a) through (f) above
is called the “Applicable Document” in this Agreement. Company hereby undertake s to use its best efforts to
assist Indemnitee, in all proper and legal ways, to obtain the benefits selected by Indemnitee under items (a)
through (f) above.
If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for
some or a portion of the Expenses arising from or relating to a Proceeding but not, however, for a ll of the total
amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which
Indemnitee is entitled.
For purposes of this Agreement, references to “other enterprises” shall include employee benefit plans for
employees of the Company or of any affiliated entity without regard to ownership of such pla ns; references to
“fines” shall include any excise taxes assessed on the Indemnitee with respect to a ny employee benefit plan;
references to “serving on behalf of the Company” shall include any service as a direct or, officer, employee or
agent of the Company which imposes duties on, or involves services by, the Indemnitee with respect to an
employee benefit plan, its participants or beneficiaries; references to the ma sculine shall include the feminine;
references to the singular shall include the plural and vice versa; and if the Indemnitee acted in good faith and
in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee
benefit plan he shall be deemed to have acted in a manner consistent with the standards required for
indemnification by the Company under Applicable Documents.
2. Insurance
The rights of the Indemnitee hereunder shall also be in addition to any other rights Indemnitee may now or
hereafter have under policies of insurance maintained by the Company or otherwise. To the extent the
Company maintains an insurance policy or policies providing directors’ and officers’ lia bility insurance,
Indemnitee shall be covered by such policy or policies, in accordance with its or t heir terms, to the maximum
extent of the coverage available for any Company director, officer or representative. The parties hereby
acknowledge that the appropriate standard of directors’ and officers’ liability insurance that should be provided
by the Company to its directors and officers is the standard established under the policy attached to this
Agreement as Exhibit III. The Company shall maintain such policy for so long as Indemni tee’s services are
covered hereunder, provided and to the extent that such insurance is available on a ba sis acceptable to the
Company. In the event that such insurance is unavailable in the amount of the present policy limits or in the
present scope of coverage at premium costs and on other terms acceptable to the C ompany, then the Company
may forego maintenance of such insurance coverage. However, in the event of any reduction in (or cancellation
of) such insurance coverage (whether voluntary or involuntary), the Company shall, and hereby agrees to, stand
as a self-insurer with respect to the coverage, or portion thereof, not retained, and shall i ndemnify the
Indemnitee against any loss arising out of the reduction in or cancellation of such insurance coverage.
3. Payment of Expense
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At Indemnitee’s request, after receipt of written notice pursuant to Section 6 hereof a nd an undertaking in
the form of Exhibit II attached hereto by or on behalf of Indemnitee to repay such
INDEMNIFICATION§17.121
February 1995 17-221
amounts so paid on Indemnitee’s behalf if it shall ultimately be determined under the Applicable Document that
Indemnitee is not entitled to be indemnified by the Company for such Expenses, the Compa ny shall pay the
Expenses as and when incurred by Indemnitee. That portion of Expenses which represents attorney’s fee s and
other costs incurred in defending any Proceeding shall be paid by the Company within thirty (30) da ys of its
receipt of such request, together with reasonable documentation (consistent, in the c ase of attorneys’ fees, with
Company practice in payment of legal fees prior to a Change in Control, as hereinaft er defined) evidencing the
amount and nature of such Expenses, subject to its also having received such a notice and undertaking.
4. Escrow
In the event of a Change in Control, as collateral security for its obligations hereunde r and under similar
agreements with other directors, officers and representatives, the Company shall dedica te and maintain, for a
period of five (5) years following the Change in Control, an escrow reserve in the aggregate of T wo Million
Dollars ($2,000,000) by depositing assets or bank letters of credit in escrow or reserving lines of credit that may
be drawn down by an escrow agent in said amount (the “Escrow Reserve”). Promptly following establ ishment
of the Escrow Reserve, the Company shall (i) provide Indemnitee with a true and comple te copy of the
Agreement relating to the establishment and operation of the Escrow Reserve, toge ther with such additional
documentation or information with respect to the Escrow Reserve as Indemnitee may from time to time
reasonably request and (ii) deliver an executed copy of this Agreement to the escrow agent for the Escrow
Reserve to evidence to that agent that Indemnitee is a beneficiary of that Escrow Reserve and shall deliver to
Indemnitee the escrow agent’s signed receipt evidencing that delivery. The Company ma y from time to time
increase the minimum amount that is required to be placed in the Escrow Reserve in the event of a Change in
Control. In its sole discretion the Company may also from time to time place funds on deposit in the Escrow
Reserve and withdraw funds from the Escrow Reserve absent a Change in Control event.
For purposes of this Agreement, a “Change in Control” of the Company shall have occurred if a t any time
during the Term (as hereafter defined) any of the following events shall occur.
(a) The Company is merged or consolidated with another corporation and as a result of such m erger
or consolidation less than eighty percent (80%) of the outstanding voting securities of the survi ving or
resulting corporation are owned in the aggregate by the shareholders of the Company immediate ly prior to
such merger or consolidation;
(b) There is a report filed on Schedule 13D or Schedule 14D-1 (or any successor schedule, form, or
report) each as promulgated pursuant to the Securities Exchange Act of 1934, as amended (“Exc hange
Act”) disclosing the acquisition of twenty percent (20%) or more of the voting stock of the Compa ny in a
transaction or series of transactions by any person (as the term “person” is used in Section 13(d)(3) or
Section 14(d)(2) of the Exchange Act);
(c) The Company files a report or proxy statement with the Securities and Exchange Commission
pursuant to the Exchange Act disclosing in response to Item 1 of Form 8-K thereunder or Item 6(a ) of
Schedule 14A thereunder (or any similar item of a successor schedule, form or report) that a Change in
Control of the Company has or may have occurred or will or may occur in the future pursuant t o any then-
existing contract or transaction; or
(d) During any period of twenty-four (24) consecutive months, individuals who at the beginning of
any such period constitute the directors of the Company cease for any reason to constitute a t least a
majority thereof unless the election, or the nomination for election by the Company’s sha reholders, of each
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new director of the Company was approved by a vote of at least two-thirds (2/3) of the directors of the
Company then still in office who were directors of the Company at the beginning of any such period.
INDEMNIFICATION§17.121
February 1995 17-223
5. Additional Rights
The indemnification provided in this Agreement shall not be exclusive of any other indem nification or
right to which Indemnitee may be entitled and shall continue after Indemnitee has ceased to occupy a position
as an officer, director or representative as described in Section 1 above with respect to Proceedings relating to
or arising out of Indemnitee’s acts or omissions during his service in such position.
6. Notice to Company
Indemnitee shall provide to the Company prompt written notice of any Proceeding brought, threatened,
asserted or commenced against Indemnitee, the Company or any other party with respe ct to which Indemnitee
may assert a right to indemnification hereunder; provided that failure to provide such noti ce shall not in any
way limit Indemnitee’s rights under this Agreement.
7. Cooperation in Defense and Settlement
Indemnitee shall not make any admission or effect any settlement without the Com pany’s written consent
unless Indemnitee shall have determined to undertake his own defense in such matter and has waived the
benefits of this Agreement. The Company shall not settle any proceeding to which Indemni tee is a party in any
manner which would impose any expense on Indemnitee without his written consent. Neither Indemnit ee nor
the Company will unreasonably withhold consent to any proposed settlement. Indemnitee and t he Company
shall cooperate to the extent reasonably possible with each other and with the Com pany’s insurers, in attempts
to defend and/or settle such Proceeding.
8. Assumption of Defense
Except as otherwise provided below, to the extent that it may wish, the Company jointl y with any other
indemnifying party similarly notified will be entitled to assume Indemnitee’s defense in any Proceeding, with
counsel mutually satisfactory to Indemnitee and the Company. After notice from the Com pany to Indemnitee of
the Company’s election so to assume such defense, the Company will not be liable to Indemnitee under this
Agreement for Expenses subsequently incurred by Indemnitee in connection with the defense thereof other than
reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the ri ght to employ
counsel in such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company
of its assumption of the defense thereof shall be at Indemnitee’s expense unless:
(a) The employment of counsel by Indemnitee has been authorized by the Company;(b) Counsel employed by the Company initially is unacceptable or later becomes unac ceptable to
Indemnitee and such unacceptability is reasonable under then existing circumstances;
(c) Indemnitee shall have reasonably concluded that there may be a conflict of inte rest between
Indemnitee and the Company in the conduct of the defense of such Proceeding, or
(d) The Company shall not have employed counsel promptly to assume the defense of such
Proceeding;
in each of which cases the fees and expenses of counsel shall be at the expense of t he Company and subject to
payment pursuant to this Agreement. The Company shall not be entitled to assume the defense of Indemnitee in
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any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made e ither of
the conclusions provided for in clauses (b) or (c) above.
INDEMNIFICATION§17.121
February 1995 17-221A
9. Reviewing Party Determinations and Enforcement
(a)General Rules. Notwithstanding the provisions of Section 1, (i) the obligations of
the Company under Section 1 shall be subject to the condition that the Reviewing Pa rty (defined
below) shall not have determined (in a written opinion, in any case in which the spec ial,
independent counsel referred to in Section 9(f) below is involved) that Indemnitee would not be
permitted to be indemnified under applicable law, and (ii) the obligation of the Company to
make an advance pursuant to Section 3 relating to Expenses referred to in Section 1 sha ll be
subject to the condition that, if, when and to the extent that the Reviewing Party determines that
Indemnitee would not be permitted to be so indemnified under applicable law, the C ompany
shah be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company)
for all such amounts theretofore paid; provided, however, that if Indemnitee has commenc ed
legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee
should be indemnified under applicable law, any determination made by the Reviewing Party
that Indemnitee would not be permitted to be indemnified under applicable law sha ll not be
binding and Indemnitee shah not be required to reimburse the Company for the advance of any
Expense until a final judicial determination is made with respect thereto (as to which all rights of
appeal therefrom have been exhausted or lapsed).
(b) Selection of Reviewing Party. The Reviewing Party shah be any person or body
consisting of a member or members of the Company’s Board of Directors or any other person or
body, including the special independent counsel referred to in Section 9(f) below, who is not a
party to the particular Proceeding for which Indemnitee is securing indemnification. If there has
not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors.
If there has been such a Change in Control, the Reviewing Party shall be the speci al independent
counsel referred to in Section 9(f) below.
(c)Judicial Review. If there has been no determination by the Reviewing Party or if
the Reviewing Party determines that Indemnitee substantively would not be permitted to be
indemnified in whole or in part under applicable law, Indemnitee shall have the right to
commence litigation in any court in the State of Ohio having subject matter j urisdiction thereof
and in which venue is proper seeking an initial determination by the court or chal lenging any
such determination by the Reviewing Party or any aspect thereof, and the Company he reby
consents to service of process and to appear in any such proceeding. Any determination by the
Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.
The prevailing party shall be entitled to prompt reimbursement of any costs and expenses
(including, without limitation, reasonable attorneys’ fees) incurred in connection with such l egal
action; provided, however, that Indemnitee shall not be obligated to reimburse the Com pany
unless the court determines that Indemnitee acted in bad faith in bringing such action.
(d)Burden of Proof In connection with any determination by the Reviewing Party
pursuant to Section 9(a), or by a court of competent jurisdiction pursuant to Section 9(c) or
otherwise, as to whether Indemnitee is entitled to be indemnified hereunder, the burde n of proof
shall be on the Company to establish that Indemnitee is not so entitled.
(e)No Presumption. For purposes of this Agreement, the termination of any claim,
action, suit or proceeding, by judgment, order, settlement (whether with or without court
approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not creat e a
presumption that Indemnitee did not meet any particular standard of conduct or have any
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17-221B © 1995 Jefren Publishing Company, Inc.
particular belief or that a court has determined that indemnification is not pe rmitted by
applicable law.
(f)Change in Control. The Company agrees that if there is a Change in Control of
the Company (other than a Change in Control which has been approved by a majority of the
Company’s Board of Directors who were directors immediately prior to such Change in Control)
then with respect to all matters thereafter arising concerning the rights of Inde mnitee to
indemnity payments and advances for Expenses under this Agreement or under any other
agreement, Company regulation, statute or rule of law now or hereafter in effect rel ating to any
Proceeding, the Company shall seek legal advice only from special, independent counsel
selected by Indemnitee and approved by the Company (which
approval shall not be unreasonably withheld), and who has not otherwise performed services for
the Company within the last five (6) years (other than in connection with such ma tters) or
Indemnitee. Unless Indemnitee has theretofore selected counsel pursuant to this Section 9 and
such counsel has been approved by the Company, the firms on the attached Exhibit IV hereto
shall be deemed to satisfy the requirements set forth above, except with respect t o any such
firms which the Company or Indemnitee shall have engaged for any purpose at any time within
the five years preceding such engagement (other than, in the case of the Company, with respect
to matters concerning the rights of Indemnitee (or of other indemnitees under similar indem nity
agreements) to indemnity payments and advances of Expenses). The Company agrees to pay the
reasonable fees of the special, independent counsel referred to above and to indemnify fully such
counsel against any and all expenses (including attorneys’ fees), claims liabilitie s and damages
arising out of or relating to this Agreement or its engagement pursuant hereto.
10. Exclusions
Notwithstanding the scope of indemnification which may be available to Indemnitees from
time to time under any Applicable Document, no indemnification, reimbursement or payme nt
shall be required of the Company hereunder with respect to:
(a) Any claim or part thereof as to which Indemnitee shall have been adjudged by a
court of competent jurisdiction from which no appeal is or can be taken to have acte d in
willful misfeasance, or willful disregard of his duties, except to the extent that such court
shall determine upon application that, despite the adjudication of liability, but in view of all
the circumstances of the case, Indemnitee is fairly and reasonably entitled t o indemnity for
such expenses as the court shall deem proper;
(b) Any claim or any part thereof arising under Section 16(b) of the Exchange Act
pursuant to which Indemnitee shall be obligated to pay any penalty, fine, settlement or
judgment;
(c) Any obligation of Indemnitee based upon or attributable to the Indemnitee
gaining in fact any personal gain, profit or advantage to which he was not entitled; or
(d) Any Proceeding initiated by Indemnitee without the consent or authorization of
the Board of Directors of the Company, provided that this exclusion shall not apply with
respect to any claims brought by Indemnitee to enforce his rights under this Agreement or
in any Proceeding initiated by another person or entity whether or not such claims were
INDEMNIFICATION§17.121
February 1995 17-221C
brought by Indemnitee against a person or entity who was otherwise a party to such
Proceeding.
Nothing in this Section 10 shall eliminate or diminish Company’s obligations to advance
that portion of Indemnitee’s Expenses which represent attorneys’ fees and other costs incurred in
defending any Proceeding pursuant to Section 3 of this Agreement.
11 Extraordinary Transactions
The Company covenants and agrees that, in the event of any merger, consolidation or
reorganization in which the Company is not the surviving entity, any sale of all or substant ially
all of the assets of the Company or any liquidation of the Company (each such event is
hereinafter referred to as an “extraordinary transaction”), the Company shall:
(a) Have the obligations of the Company under this Agreement expressly assumed
by the survivor, purchaser or successor, as the case may be, in such extraordinary
transaction; or
(b) Otherwise adequately provide for the satisfaction of the Company’s obligations
under this Agreement, in a manner acceptable to Indemnitee.
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17-221D © 1995 Jefren Publishing Company, Inc.
12. No Personal Liability
Indemnitee agrees that neither the Directors nor any officer, employee, representative or
agent of the Company shall be personally liable for the satisfaction of the Company’s
obligations under this Agreement, and Indemnitee shall look solely to the assets of the C ompany
and the escrow referred to in Section 4 hereof for satisfaction of any claims hereunder.
13. Severability
If any provision, phrase, or other portion of this Agreement should be determined by any
court of competent jurisdiction to be invalid, illegal or unenforceable, in whole or in part, and
such determination should become final, such provision, phrase or other portion shall be deemed
to be severed or limited, but only to the extent required to render the remaining provi sions and
portion of the Agreement enforceable, and the Agreement as thus amended shall be enforced to
give effect to the intention of the parties insofar as that is possible.
14. Subrogation
In the event of any payment under this Agreement, the Company shall be subrogated to the
extent thereof to all rights to indemnification or reimbursement against any insurer or other
entity or person vested in the Indemnitee, who shall execute all instruments and ta ke all other
actions as shall be reasonably necessary for the Company to enforce such rights.
l5. Governing Law
The parties hereto agree that this Agreement shall be construed and enforced in acc ordance
with and governed by the laws of the State of Ohio.
16. Notice
All notices, requests, demands and other communications hereunder shall be in writing and
shall be considered to have been duly given if delivered by hand and receipted for by the party to
whom the notice, request, demand or other communication shall have been directed, or m ailed
by certified mall, return receipt requested, with postage prepaid:
(a) If to the Company, to: Bearings, Inc.
3600 Euclid Avenue
Cleveland, Ohio 44115
Attention: Chief Executive Officer
(b) If to the Indemnitee, to: ______________________________________
______________________________________
______________________________________
Attention: ______________________________
INDEMNIFICATION§17.121
February 1995 17-221E
or to such other or further address as shall be designated from time to time by the Indemnitee or
the Company to the other.
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17. Termination
This Agreement may be terminated by either party upon not less than sixty (60) days pri or
written notice delivered to the other party, but such termination shall not in any wa y diminish
the obligations of the Company hereunder (including the obligation to maintain the escrow
referred to in Section 4 hereof) with respect to Indemnitee’s activities prior to the e ffective date
of termination.
18. Amendments
This Agreement and the rights and duties of Indemnitee and the Company hereunder may
not be amended, modified or terminated except by written instrument signed and deli vered by
the parties hereto.
This Agreement is and shall be binding upon and shall inure to the benefit of the parti es
thereto and their respective heirs, executors, administrators, successors and assigns.
IN WITNESS HEREOF, the undersigned have executed this Agreement in triplicate as of
the date first above written.
BEARINGS, INC.
By._______________________
____________
Name
________________________
Title
_________________________
INDEMNITEE______________________
____________
Name
________________________
Title
_________________________
INDEMNIFICATION§17.121
February 1995 17-221G
Appendix B
BEARINGS, INC.
RESOLUTION OF THE BOARD OF DIRECTORS
ADOPTED AT A MEETING ON JULY 17, 1992
WHEREAS, the Board of Directors deems it desirable and in the best interest of Be arings,
Inc. (the “Corporation”) and its shareholders to adopt the broadest director and officer
indemnification measures available under the law so as to be able to cont inue to maintain and
attract the most qualified men and women possible to serve the Corporation;
WHEREAS, in January, 1992, the Board of Directors adopted certain modifications and
amendments to the Indemnification Agreements then in place between the Corporat ion and its
directors and officers in order to adopt the agreement to the differences in the l aw and lore
affecting Indemnity Agreements between Delaware and Ohio to reflect the Corporation’s
reincorporation in Ohio;
WHEREAS, the Board of Directors deems it desirable to incorporate the amendments a nd
modifications into an integrated agreement and to make certain procedural modifi cations in the
former agreements;
RESOLVED, that the Indemnification Agreement, substantially in the form presented to
this meeting, is hereby approved and adopted, and that the proper officers of the Corporation are
hereby authorized and directed to execute and deliver on behalf of the Corporation such
agreement to each Director and such officers as the Executive Organization and Com pensation
Committee shall determine, in their discretion, are proper subjects for such an Indemni fication
Agreement, such authority to include the execution and delivery of Indemnification Agreem ents
to any such officers and Directors who are not presently parties to such agreement.
RESOLVED, that the resolution set forth above shall be presented to the shareholders of the
Corporation at the next annual meeting for ratification and confirmation.
RESOLVED, that the following materials shall be included at the Proxy Statement with
respect to the shareholders’ ratification and confirmation of the Resolution set forth a bove
authorizing the Corporation to enter into such an Indemnification Agreement:
1. The disclosure document entitled “Approval of the Director and Officer Indemnification
Agreement”;
2. The Indemnification Agreement (excluding all exhibits thereto);
3. The Resolution of the Board of Directors above authorizing the Corporation to enter int o
such Indemnification Agreements.
Bearings, Inc. 9/17/92
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